Procurement of Tarpaulins - Uganda -...

Ministry of Foreign Affairs Danida

Procurement of Tarpaulins - Uganda

Contract Notice 2015/S 212-384849

File no. 2015-17950 October 2015

DANIDA – Procurement of Tarpaulins - Uganda

Introduction

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TABLE OF CONTENTS

INSTRUCTIONS TO TENDERERS 4

1. Introduction 4 2. Eligibility of the Tenderer 4 3. The Tender Documents 5 4. Preparation of the Tender 6 5. Submission of the Tender 7 6. Tender Opening 8 7. Tender Evaluation 8 8. Award 9

ANNEX A: CRITERIA AND METHOD OF EVALUATION 11

LETTER OF TENDER 12

AGREEMENT 18

BUYER’S ACCEPTANCE 19

APPENDIX TO THE AGREEMENT 20

SCHEDULE OF PRICES INCLUDING DELIVERY DETAILS 25

CONDITIONS OF CONTRACT 26

TECHNICAL SPECIFICATIONS 37

FORM OF ADVANCE PAYMENT SECURITY 41


Introduction

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INTRODUCTION

TERMINOLOGY AND DEFINITIONS

“Tender Dossier” means the invitation and documents issued to the Tenderers in connection with the

tendering.

“Tender” or “Tender document” means the document forming the tender submitted by the Tenderer.

Other terms shall have the meanings assigned to them in the Instructions to Tenderers and the Contract

Documents.


Instructions to Tenderers

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INSTRUCTIONS TO TENDERERS

1. Introduction

1.1. These instructions to tender relate to a contract notice published by the office for Official

Publications of the European Commission.

1.2. The Tender Dossier comprises:

(i) Instructions to Tenderers, and Annex A: Criteria and Method of Evaluation.

(ii) Letter of tender, with its appendices

(iii) Form of Agreement, and Form of Appendix to the Agreement

(iv) Schedule of prices including delivery details

(v) Conditions of Contract

(vi) Technical Specifications

(vii) Format for guarantees

1.3. The Instructions to Tenderers prescribe the procedures to be followed until the Buyer either

enters into an agreement with a Tenderer or advises him that the Buyer does not intend to do

so. These Instructions should not form any part of the Tenderer's Tender or the Contract.

1.4. Words and expressions defined in Clause 1 of the Conditions of Contract (General

Provisions) shall have the same meanings in these Instructions.

1.5. The Tenderer shall bear all its costs incurred in the preparation and submission of the Tender

and clarifications of a Contract, including visits, interviews, and other actions mentioned or

implied in these Instructions.

1.6. The Buyer will not be responsible or liable for such costs, regardless of the conduct or

outcome of the tendering process. The Buyer reserves the right to accept or reject any tender,

or to annul the tendering process and reject all Tenders, without incurring liability to any

Tenderer and without notifying any tenderer of the reasons for the Buyer's action.

1.7. Tender procedures are subject to the law of Denmark and the rules applicable hereunder.

2. Eligibility of the Tenderer

2.1. Any possible requirement to the eligibility of the tenderer are stipulated in the contract notice

published by the office for Official Publications of the European Commission.

2.2 The Tenderer shall notify the Buyer, as soon as practicable, of any change in the information

submitted (including changes in the composition of the Tenderer or the legal status and place

of establishment, grounds for exclusion, potential conflicts of interest, economic and

financial standing, and technical capability/capacity of the Tenderer or its members).

Any significant change in such information may disqualify the Tenderer from participation

in the Tender and award of contract.

2.3 If the Tenderer is an association as a joint venture, consortium or other unincorporated

grouping of two or more legal entities (here called a joint venture) the following shall apply:

(i) The Tender shall be signed by all members of the joint venture.

(ii) The members shall attach to the Tender a letter of intent including

- a definition of the roles and percentage input in monetary terms of each



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member of the joint venture,

- a statement that the members of the joint venture will undertake, jointly and

severally, the obligations of the joint venture under the contract if awarded,

- a statement that the members of the joint venture appoint and authorise the

lead member (named) with authority to bind the joint venture, and to act on

its behalf in all matters in connection with or arising out of this Agreement,

- a statement that the joint venture shall, upon the award of contract, submit

for approval of the Buyer, a proper joint venture agreement detailing the

role, input and responsibilities of the members as well as the administration

and financing of the joint venture,

- a statement that the composition or constitution of the joint venture shall not

be altered without prior written consent by the Buyer.

2.4 No such member in a joint venture or sole Tenderer shall participate in the preparation of

another Tenderer’s Tender for the same assignment. If any member is found to have

participated in two or more Tenders, other than alternative Tenders from the same Tenderer,

all such Tenders will be rejected.

2.5 However, any entity may be proposed as a prospective sub-contractor by more than one

Tenderer.

2.6 Whenever an entity is to be associated as a sub-contractor or member in a joint venture, the

major part of the Contract must be rendered by the legal entity or joint venture.

2.7 Tenderers shall not be eligible for the assignment if this would conflict with their prior or

current obligations to other Buyers, or may place them in a position of not being able to

carry out the assignment in the best interest of the Buyer.

A Tenderer (if a joint venture any of its members) who may be affected by a potential

conflict of interest shall attached to his Tender notify the Buyer of the details of this conflict

of interest.

Tenderers shall be disqualified from tendering and entering into a contract if there could be

potential conflict between the Tenderer's activities under the supply contract and the Tender's

activities in providing services or carrying out works for the same

program/component/project.

3. The Tender Documents

3.1 The Tender shall be responsive to the complete Tender Dossier which comprises the

documents listed in Clause 1 above and any Addenda to Tender Dossier which may be

issued as described in this Clause 3. The Tenderer shall scrutinise each document

immediately upon receipt and shall promptly give notice, to the party who issued the

document, of any pages that appear to be missing.

3.2 The Tenderer must carefully examine documents of the Tender Dossier. Failure to comply

with these Instructions or with any other tendering requirements will be at the Tenderer’s

risk.

3.3 If the Tenderer requires any clarification of the Tender Dossier, he shall give notice to the

contact point(s) as stated in section I of the Contract Notice. The notice must be in writing in

the language as specified in section IV.3.6) of the Contract Notice. Requests that cannot be

answered six days before the Tender Submission Date will not be answered.

3.4 The Buyer will respond to the notice by issuing

(i) the text of the question or request for clarification and



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(ii) the clarification.

This response shall be in writing and shall give no indication of the identity of the Tenderer

who requested the clarification. Requests for clarification and responses shall be sent to all

prospective Tenderers who received the Tender Dossier, but shall not constitute amendments

to the Tender Dossier.

Requests for clarification and responses will be posted on the website of the Buyer:

http://um.dk/en/danida-en/activities/business/contracts/long/contract-opportunities/ if issued.

It is the responsibility of the Tenderer to obtain clarifications issued by the Buyer.

3.5 If amendments are made to the Tender Dossier the Buyer will issue an addendum to the

Tender Dossier. Each addendum to the Tender Dossier will be posted as mentioned in 3.4

above. Each addendum shall be binding upon the Tenderers. It is the responsibility of the

Tenderer to obtain addenda issued by the Client.

3.6 At any time the Buyer may similarly issue an addendum to the Tender Dossier that

postpones the Tender Submission Date. In this event, all rights and obligations of the Buyer

and the Tenderers previously related to the original date shall thereafter be subject to the

amended date.

Individual meetings or communications (except for requests for clarifications) by the

Tenderers with the Buyer or the Recipient are not allowed.

4. Preparation of the Tender

4.1 The Tenderer should obtain for himself, on its own responsibility, all information, which

may be necessary for preparing the Tender and entering into the Agreement.

4.2 The Tender and all communications between the Tenderer and the Buyer shall be typed or

written in indelible ink in the language specified in section IV.3.6 of the Contract Notice.

Supporting documentation submitted by the Tenderer may be in another language if he also

submits an appropriate translation of all its relevant passages into the language specified in

the Contract Notice.

4.3 The Tender Dossier issued to the Tenderer, including any amendments instructed in an

Addendum to Tender Dossier, shall be used without further changes.

4.4 The Tender to be submitted by each Tenderer shall comprise the Letter of Tender including

documentation as listed in the Letter of Tender.

4.5 The Tenderer shall also submit the following supplementary information accompanying, but

not forming part of his Tender

(i) Any proposals for subcontracting the supply of any Goods and associated Services.

4.6 The Tender shall price the whole of the Goods and Services in accordance with the Tender

Dossier. A Tender which excludes any part thereof shall be rejected as not responsive.

4.7 The tables in the Appendix shall be fully priced, with a rate entered for each item of Goods

and Services as applicable, and the total shall be carried forward to the Offer. All rates and

prices shall be entered in the same currency as that which is named in the Offer.

4.8 The completed Tender shall not have any alterations or erasures, except any which may be

specified in an Addendum to Tender Dossier issued under Clause 3 of these Instructions.

However, if alterations are necessary to correct errors made by the Tenderer, these

corrections shall be endorsed with the signature of the person signing the Tender.

4.9 Only one Tender may be submitted by each Tenderer.

4.10 No alternative tenders are permitted.

4.11 It is emphasized that the Buyer will not be able to engage in traditional negotiations with the



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Tenderers regarding the tenders submitted. With respect to negotiations, the Buyer will

operate within the rules of negotiation set out, among others, in Council and Commission

statement concerning Council Directive 93/37/EEC of 14 June 1993:

"The Council and the Commission state that in open and restricted procedures all

negotiations with candidates or tenderers on fundamental aspects of contracts, variations in

which are likely to distort competition, and in particular on prices, shall be ruled out;

however, discussions with candidates or tenderers may be held but only for the purpose of

clarifying or supplementing the content of their tenders of the requirements of the

contracting authorities and provided this does not involve discrimination."

Hence, no contract or price negotiations as such shall be conducted and, therefore, the

Tenderers should ensure that the wording of their tenders allows the contract to be concluded

without prior negotiations between the tenderer and the contracting authorities.

It is thus of the utmost importance that the tenders are comprehensive and consider all

relevant issues, contain all necessary information, and are precise in every respect.

5. Submission of the Tender

5.1 The Tenderer shall prepare one original, one copy and one CD ROM/USB stick of the

documents comprising the Tender and supplementary information, as described in Clause 4

of these Instructions.

Each shall be submitted in an inner envelope within an outer envelope, with each document

being clearly marked "ORIGINAL", "COPY" or "CD ROM/USB stick" as appropriate. In

the event of any discrepancy between them, the ORIGINAL shall prevail.

The documents on the CD ROM/USB stick shall be in PDF format and as a single file only.

Brochures shall not be included on the CD ROM/USB stick.

5.2 The original of the Tender shall be signed by a person or persons duly authorised to bind the

Tenderer. Proof of authorisation, in the form of a written power of attorney, shall be annexed

to the Offer.

5.3 The inner and outer envelopes shall be marked “Do not open” and be addressed as specified

in the Contract Notice Annex A with the title attributed to the contracting authority as

specified in the Contract Notice Section II.1.1) and the file reference number specified in the

Contract Notice Section IV.3.1.

5.4 The inner envelopes shall indicate the name and address of the Tenderer to enable the Tender

to be returned unopened in the event of it being declared "late". The outer envelopes shall

give no indication of the Tenderer.

5.5 If a Tender is misplaced or opened prematurely because an envelope was not sealed and

marked as instructed above, the Buyer shall not be responsible and the Tender may be

rejected.

5.6 The original, the copy and the CD ROM/USB stick of the Tender must be delivered to the

address specified above no later than the time, on the Tender Submission Date, as stated in

the contract notice IV 3.4). Tenders received thereafter will be returned unopened.

5.7 The Tenderer may modify or withdraw its Tender after submitting it, if the modification or

notice of withdrawal is received in writing before such prescribed time for submission of

Tenders but not thereafter. The Tenderer’s modification or notice of withdrawal shall be

prepared, sealed, marked and delivered in accordance with the provisions of this Clause 5,

with the inner and outer envelopes additionally marked "MODIFICATION" or

"WITHDRAWAL", as appropriate. In particular, the modification or notice of withdrawal

shall be signed by a person or persons duly authorised to bind the Tenderer, and proof of

authorisation shall be annexed.



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5.8 A Tender submitted other than as described in this Clause 5 may be rejected by the Buyer

and returned to the Tenderer.

5.9 The Tender shall remain valid and open for acceptance for the period of 60 days from the

Tender Submission Date. The Tenderer shall calculate the date on which validity expires and

insert this expiry date in the second paragraph of the Letter of Tender. Prior to this expiry

date; the Buyer may by written notice request the Tenderer to extend the validity period. The

Tenderer may refuse the request, but shall not modify its Tender other than by extending its

validity.

6. Tender Opening

6.1 Tenders and other submissions, which are in accordance with Clause 5 of these Instructions,

will be opened after the Tender Submission Date and time.

6.2 The Tenderers' representatives are not permitted to attend the opening.

6.3 Tenders for which the Buyer has received a valid notice of withdrawal in accordance with

Clause 5 of these Instructions shall not be opened.

6.4 The Tenders will be examined by the Buyer to determine whether they appear to be

complete, properly signed, and generally in order.

6.5 After this opening of Tenders, information relating to the examination, clarification,

evaluation, and comparison of Tenders, and recommendations concerning award of the

assignment shall not be disclosed to Tenderers or other persons not officially concerned with

the tendering process.

Any effort by a Tenderer to influence the Buyer or the Agent in these processes may result in

the rejection of the Tenderer’s Tender.

7. Tender Evaluation

7.1 The Buyer will determine whether the Tenderer meets the Conditions for participation as

specified in part III.2. of the Contract Notice. If a Tender does not meet the required

minimum conditions, it shall be rejected by the Buyer.

7.2 As a part of the detailed evaluation of Tenders, the Buyer will determine whether each

Tender is substantially responsive to the requirements of the Tender Dossier.

7.3 If a Tender is not substantially responsive to the requirements of the Tender Dossier, it will

be rejected by the Buyer.

For the purpose of this clause, a substantially responsive Tender is a Tender compliant with

all the terms, conditions, and specifications of the Tender Dossier without material deviation

or reservation. A material deviation or reservation is one which affects in any substantial

way the scope, quality, or performance of the Contract, or which limits in any substantial

way, inconsistent with the Tender Dossier, the Buyer's rights or the Tenderer's obligations

under the Agreement, and the rectification of which deviation or reservation would affect

unfairly the competitive position of other Tenderers presenting substantially responsive

Tenders.

7.4 The Buyer will only evaluate and compare the Tenders that have been determined to be

substantially responsive to the requirements of the Tender Dossier.

The Contract Notice, section II.1.9) will state whether alternative Tenders are permitted or

not. If alternative Tenders are permitted, only the alternatives submitted by the Tenderer with

the highest rated compliant and responsive Tender shall be considered as a basis for

finalising a contract.



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Responsive Tenders will first be checked by the Buyer for any arithmetic errors in

computation and summation, and any errors will be corrected as follows:

(i) The amount entered in the Offer may be considered acceptable without any of the

corrections and adjustments described in these sub-paragraphs. If there is any

discrepancy between amounts in figures and in words, the amount in words will take

precedence.

(ii) If there is a discrepancy between the amount entered in the Offer and the equivalent

sum computed on the basis of the Appendix, the Buyer may make corrections and/or

adjustments, applying the principles described in these sub-paragraphs. The Tenderer

shall be notified accordingly, specifying each error, correction and adjustment. If the

Tenderer does not accept these notified corrections and adjustments, his Tender may

be rejected.

(iii) If there is a substantial discrepancy between a stated amount and the correct amount

calculated by multiplying the stated unit rate by the quantity, and the rate seems to

have been stated in error (inconsistent with the Tenderer's likely intentions), the

stated unit rate shall be amended and the stated amount will be binding.

(iv) If there is a discrepancy between a stated amount and the correct amount calculated

by multiplying the stated unit rate by the quantity, and either the discrepancy is not

substantial or it is reasonable to assume that the stated rate is consistent with the

Tenderer's intentions, the stated unit rate will be binding and the stated amount shall

be amended.

(v) For lump sum items, the stated amounts will be binding ("unit" rates will be

disregarded).

(vi) No discount will be considered unless the discount is carried to the Offer.

7.5 For the purpose of evaluating Tenders, the Buyer will determine for each Tender the

Evaluated Tender Amount, making

(i) any correction for errors as described above, and

(ii) appropriate adjustment for any acceptable variation, deviation, discount or other

alternative offer not reflected in the submitted amount or these corrections.

7.6 The evaluation of the Tenders shall be based upon the principles outlined in the Evaluation

Criteria annexed to these Instructions. Unless specifically stated, no criterion will take

precedence over any other criteria, and Tender evaluation shall be based on an overall

consideration.

7.7 To assist in the examination, evaluation and comparison of Tenders, the Buyer may ask any

Tenderer for clarification of his Tender, including breakdowns of unit rates and lump sum

prices. The request for clarification and the response shall be in writing. No change in the

price or substance of the Tender shall be sought, offered or permitted except as required to

confirm the correction of arithmetic errors discovered by the Buyer during the evaluation of

the Tenders.

8. Award

8.1 The Buyer intends to award the assignment to the Tenderer whose compliant Tender has

been determined to be responsive to the Tender Dossier and has achieved the highest total

score in the evaluation (the most economically advantageous Tender), provided that the

Tenderer still has the capability and resources to carry out the Contract effectively. The

Buyer will award the contract based on the lots as defined in the contract notice.



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The Buyer reserves the right to cancel the tender process or reject any or all Tenders at any

time prior to the award, without thereby incurring any liability to the affected Tenderer or

Tenderers or any obligation to inform the affected Tenderer or Tenderers of the grounds for

the Buyer's action.

8.2 Having decided which Tender to accept, the Buyer will sign the original and a copy of the

Acceptance section of the Agreement, and will return a complete signed copy of the

Agreement to the successful Tenderer.

8.3 The Buyer may, prior to signing the Acceptance, request the preferred Tenderer to clarify

and supplement issues of the compliant Tender or the alternative Tender which the Tenderer

has submitted. Such requests and detailing given shall be in writing, or if given at joint

discussions, minutes shall be prepared by the Buyer.

Thereafter, the Buyer may seek the Tenderer's agreement to a Memorandum of

Understanding recording the outcome of the joint discussions of the Tender. This

Memorandum of Understanding (if any) will constitute the agreed basis upon which a

contract could be concluded and (i) shall be binding on the Tenderer as an acceptable

clarification and/or amendment of his Tender until its validity expires, (ii) shall be wholly

subject to a subsequent Contract Agreement, and (iii) shall not bind the Buyer nor commit

him to entering into any contract under any terms.

8.4 Subject to approval of the funding by the relevant appropriation authorities, the Buyer shall

not sign the Acceptance until the expiry of a stand-still period of 10 calendar-days following

the Buyer’s electronic notification of all Tenderers of the award of the contract, or 15

calendar days following the Buyer’s notification of the award by letter.

8.5 No offer, payment, consideration, or benefit of any kind, which constitutes illegal or corrupt

practices, shall be made, either directly or indirectly, as an inducement or reward in relation

to:

(i) the tendering,

(ii) the award of the contract, or

(iii) the execution of the contract.

Any such practice will be grounds for the immediate cancellation of the Contract and for

such additional actions (civil and/or criminal) as may be appropriate. At the discretion of the

Danish Ministry of Foreign Affairs, a further consequence of any such practice can be the

definite exclusion from any tendering.


ItT, Appendix: Criteria and Method Evaluation

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ANNEX A: CRITERIA AND METHOD OF EVALUATION

Award will be made to the Tenderer with the economically most advantageous Tender.

(i) The criteria and sub-criteria shall comprise

Criterion/sub-criterion

Weights Overall Weighting

Price part

Evaluated Tender Price

100% 100%

Total technical and price part 100%

Important notice I: The requirements of technical specifications for the tarpaulins

are to be considered as minimum requirements. Tenders containing tarpaulins that

fail to meet these minimum requirements will be rejected.

The Tenderer must fill in the column labelled “Tenderer’s confirmation/data” of the

technical specification.

Important notice II: The latest delivery date is the 1st October 2016. Tenders

proposing later delivery dates will be rejected.

(ii) N/A

(iii) The total price is calculated by adding the Evaluated Tender Price and the capitalised costs

(if any) and the Tender with the lowest total price given a score of 100 points and other

Tenders' scores inversely proportional to their total price.

(iv) N/A

The Tenderer obtaining the highest total score shall be invited to finalise a contract.


Agreement

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LETTER OF TENDER

(To be printed on the Tenderer’s official letter head, and addressed to the Contact Point stated in the Contract Notice I.1)) Contract Notice: (insert Contract Notice number) Subject: (insert title as stated in Contract Notice II.1.1)) We hereby submit our Tender with reference to for the above mentioned Contract Notice. (if this Tender is being submitted by a group of entities, hereinafter called a Joint Venture, insert the following: This Tender is being submitted by the following entities in Joint Venture:

Lead member name and address

Name(s) and address(es) of other members of the Joint Venture

The members of the joint venture have authorised the Lead Member with authority to bind the joint venture, and to act on its behalf in all matters in connection with or arising out of the Tender.

The composition or constitution of the Joint Venture shall not be altered without prior written consent by the Buyer.

The members of the Joint Venture shall be jointly and severally bound by this Tender and (if accepted) the Agreement.

A letter of intent to enter into a joint venture signed by all the members is attached to the Tender.)

With reference to the Contract Notice point: III.1.4): We confirm that we embrace the principles of the United Nations Global Compact if the Tenderer is a Joint Venture confirmation that each member embraces the principle. III.2.1): We confirm that we are not in a conflict of interest which could exclude us from

participating in the Tender. We also confirm that the Tenderer and its members are affected by no potential conflict of interest and has no particular link with other parties involved in the particular project other than as informed to the Buyer in writing.

III.2.1): We confirm that we are not in a situation which shall or may exclude us from

participating in a public contract according to Article 45.1 and 45.2. (a), (b), (c), (d) and (g) of the Directive.

III.2.1): We attach documentation that we are not in a situation which shall or may exclude us

from participating in a public contract according to Article 45.2. (e) and (f) of the Directive (Format of the Solemn Declaration enclosed. If the Tenderer is a Joint Venture declarations must be attached for each member of the Joint Venture).

III.2.2): We confirm that we meet the minimum annual turnover as stated in the Contract

Notice and attach a list of our annual turnover over the last three years.

http://www.unglobalcompact.org/


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III.2.3): We confirm that we meet the minimum requirement of similar contracts provided as stated in the Contract Notice and attach a list of the similar products provided in the last three years.

III.2.3): We confirm that we have an ISO 9001 Certificate or similar, and attach

documentation to that effect or sufficient extracts thereof, cf. Article 48 of the Directive.

We accept that our Tender may not be considered if we in the opinion of the Ministry of Foreign Affairs fail to meet the minimum requirements as specified in part III.2) of the Contract Notice for this contract.

We have examined the Instruction to tender, Annex A. Criteria and Measure of evaluation, Agreement, Annex to agreement, Condition of Contract, and Technical specifications. We accordingly offer to deliver the goods in conformity with all these documents and this Tender for the Total Price as stated in the Agreement..

We agree to abide by this Tender for a period of 60 days from the Tender Submission Date, and that it shall remain binding upon us and may be accepted at any time before that date.

We undertake, if our Tender is accepted, to commence and complete the deliveries within the periods stated in the Conditions of the Agreement.

We accept that any significant change in the information submitted with this letter may disqualify us from participation in the Tender and award of contract. We undertake to notify the Buyer, as soon as practicable, of any change in this information.

We also accept that you have the right to cancel the tender process or reject any or all Tenders at any time prior to the award, without thereby incurring any liability to the affected Tenderer or Tenderers.

(Authorised signature of Tenderer and each member of a Joint Venture) Attachments:

1. Joint Venture letter of intent, if applicable

2. Documentation(s) on our personal situation, cf. Article 45, 3. in the Directive

3. Solemn declaration

4. Annual reports or extracts thereof.

5. EN ISO 9001 certificate or similar.


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6. Technical and financial proposal in one original, one copy and on a CD ROM/USB

stick as one pdf file not exceeding 10 MB.

7. Power of attorney for the person(s) signing the Letter of Tender.

8. The Agreement including the Seller's Offer, the completed Appendix to the Agreement.

9. Each addenda to the Tender Dossier (as described under Clause 3 of the Instructions to Tenderers).

10. Conditions of Contract.

11. Delivery Schedule.

12. Specifications, drawings, prepared by the Buyer and including the Tenderer’s confirmation/data for the technical requirements.

13. Schedule of Prices.


Agreement

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Format of the Solemn Declaration referred to in the Contract Notice and above

(If the Tenderer is a Consortium the declaration must be submitted by the Leader and each

Member of the Consortium)

SOLEMN DECLARATION

In accordance with Danish Law’s Act no. 336 of 13 May 1997 on limitation of debtors possibilities

to participate in public procurements and on change of certain other laws (Making effective the

collection of arrears to the authorities), the authorities shall on procurement of construction and

plant works as well as purchases of goods and services demand that any tenderer simultaneously

with submitting its tender make a solemn declaration on the extent of the tenderer’s unpaid, due

debts to the authorities in the form of taxes, duties and social security contributions in accordance

to Danish law or the law of the country of the tenderer’s establishment.

In accordance with the regulations of the abovementioned law the undersigned hereby solemnly

and under liability to punishment give the below mentioned declaration.

Company name, address, telephone number and registration number:

Information on debts to the authorities (make selection):

1 The company has no unpaid, due debts to the authorities.

2 The company has unpaid, due debts to the authorities but these debts do not exceed DKK 100.000 (or

an equivalent amount in another currency).

3 The company has unpaid, due debts to the authorities and these debts exceed DKK 100.000 (or an

equivalent amount in another currency).

The following points 4 or 5 and 6 shall only be filled, if point 3 has been selected.

4

Security has been provided to the collection authority for payment of the part of the debts that exceed

DKK 100.000 (or an equivalent amount in another currency).

Security will be provided to the collection authority for payment of the part of the debts that that

exceed DKK 100.000 (or an equivalent amount in another currency).

5 An arrangement for payments concerning unpaid, due debts has been made with the collection

authority, and this arrangement has been kept.

6 Date of establishment of security/arrangement: Year: Month: Day:

Collection authority: NA

Name

Address:

Postal code: City:

Signature: Date: Company management signature and company stamp:


Agreement

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Financial and Technical Capacity of Tenderer CONDITIONS FOR PARTICIPATION

If the Tenderer is a consortium, the consortium as a whole should meet the required minimum capacities (add rows as required).

Economic and financial ability (Contract Notice III.2.2)

Requirements and possible minimum levels to the economic and financial standing of the Tenderer are specified in the Contract Notice, and are requested in accordance with Article 47 of the Directive.

a) Annual turnover of the Tenderer (add rows as required)

DKK mill. Most recent year Most recent year -1 Most recent year -2

Annual Turnover

Technical and/or professional ability (Contract Notice III.2.3)

Requirements to the technical and/or professional ability of the Tenderer are specified in the Contract Notice in accordance with Article 48 of the Directive. If the applicant is a consortium only a maximum of the 10 most relevant project references of the consortium members are to be listed.

a) List of the similar supplies provided in the last three years - Maximum of 10 project references (add forms as required)

Ref. No. 1 Legal entity

Project title Country

Name of Buyer Dates (mm/yy – mm/yy

Project value Mill. DKK

Shared carried out by legal entity %

Consortium members

Description of Project

Type of products provided by legal entity

b) Technicians or technical bodies

Not applicable

c) Measures used for ensuring quality

d) Capacities for production, studies, and/or research

Not applicable


Agreement

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e) Educational and professional qualifications

Not applicable

f) Environmental management measures

Not applicable

g) Average annual manpower

Not applicable

h) Tools/plants etc.

Not applicable

i) Sub-contracting

Subcontracting is allowed.

Please indicate the proportion of the contract intended subcontracted:

j) Products supplied

Not applicable

Signed on behalf of the Tenderer

Date:

Name:

Signature:


Agreement

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AGREEMENT

The Buyer is: The Ministry of Foreign Affairs of Denmark, Asiatisk Plads 2, Copenhagen, Denmark

The Seller is: (name & address) _________________________________________________________

The Buyer desires Goods to be supplied in conformity with the tender documents.

The Seller has examined the Tender Documents and presented its offer dated ………2015, which

forms part of this Agreement and offers to supply and deliver the Goods in conformity with the

Contract for the sum (in words & figures) of

___________________________________________________________________________________

______________________________ DANISH KRONER (DKK) ( _____________________________ )

This offer, of which the Seller has submitted an original plus one signed copy, may be accepted by

the Buyer by signing and returning a signed copy of this document to the Seller by ___________(date)

The Seller undertakes promptly to acknowledge receipt of such copy signed by the Buyer.

The Seller understands that the Buyer is not bound to accept the lowest or any other offer.

Date

Authorised signature(s) of Seller

(if a joint venture, authorised signatures of all members):

Signature

Name

in the capacity of

Signature

Name

in the capacity of

Signature

Name

in the capacity of


Agreement

19

BUYER’S ACCEPTANCE

The Buyer has, by signing below, accepted the Seller’s offer and agrees that in consideration for the

supply and delivery of the Goods and the Services by the Seller, the Buyer shall pay the Seller in

accordance with the Contract. This Agreement comes into effect on the date when the Seller receives

this document signed by the Buyer.

Date

Authorised signature of Buyer

Signature

Name

in the capacity of

Unless established otherwise, the Seller shall be deemed to have received this signed Agreement five

days after the above date of signature of the Buyer’s Acceptance.


Appendix

20

APPENDIX TO THE AGREEMENT

This Appendix forms part of the Agreement

(Note: with the exception of the items for which the Buyer’s requirements have been inserted, the Seller shall complete the following information before submitting his offer)

Subject Sub-Clause

of the

Conditions

of Contract

Data

Documents forming the

Contract listed in the order of

priority

1.1(a) and

1.2

(a) Agreement

(b) Minutes of Contract clarification meeting

(c) Appendix

(d) Amendments to the Contract Documents

issued as addenda

(e) Conditions of Contract

(f) Delivery Schedule

(g) Specifications, drawings and schedules

prepared by the Buyer

(h) Seller's comments and detailing of the

specifications, drawings, and schedules

(i) Seller's brochures and/other details of the

main items including spare parts

(j) Priced list of the Goods


Appendix

21

Subject Sub-Clause

of the

Conditions

of Contract

Data

Buyer and buyer’s

Representative

1.1(c) The Buyer is:

The Ministry of Foreign Affairs of Denmark.

Contact:

HCP, Danida Business Contracts,

Asiatisk Plads 2, DK-1448 Copenhagen K,

Denmark.

Email: [email protected]

Tel: +45 33920000

HCP, Danida Business Contracts will act in matters

pertaining to the administration of the Agreement,

and has delegated the authority to act as Buyer’s

Representative for matters pertaining to the delivery

of the goods in the Recipient Country to:

Embassy of Denmark, Uganda

Plot 3, Lumumba Avenue,

P.O. Box 11243, Kampala,

Uganda

Tel +256 (0) 312 263 211,

Fax +256 (0) 312 264 624

Email: [email protected]

Recipient and Recipient’s

Country

1.1(d) The Recipients are farmers in rural districts of

Uganda. The Buyer’s Representative undertakes all

tasks assigned in the Contract to the Recipient.

The Recipient Country is Uganda.

Goods 1.1(h) See the technical specifications for the Goods.

Site for deliveries 1.1(j) See the Schedule of prices including delivery

details.

Time for Delivery 1.1(l) The latest time for delivery is:

1st October 2016

Note: The delivery may not be take place earlier

than:

1st September 2016.

Contract Price 1.1(m) The Contract Price includes all pre- and post-

shipment inspections and tests as well as all other

costs related to supply under ICC Incoterms trade

term DDP (Delivered Duty Paid).

mailto:[email protected]


Appendix

22

Subject Sub-Clause

of the

Conditions

of Contract

Data

Interpretation of trade terms 1.2(c) ICC Incoterms 2010

Law of the Contract 1.4 Law of the Buyer’s Country

Language for communications 1.5 English

Provision of Goods 2.1 The Seller shall supply and deliver to the sites

specified in the schedule of prices.

Tests and Inspections 2.3(a) The Seller shall present a clean certificate of pre-

shipment inspection and tests demonstrating that the

product is in conformity with the technical

specification.

Further to this, upon arrival in the Recipient

Country, the Buyer’s Representative shall select one

(01) sample of the products for post-shipment

inspection and test. The Buyer’s Representative

shall send the sample for compliance inspection and

test. The costs for the inspection and tests shall be

included in the Contract Price.

The Seller shall engage:

Teknologisk Institut

Department for Plastics Technology

Teknologiparken

Kongsvang Allé 29

DK - 8000 Aarhus C

Telephone +45 72 20 20 00

Fax +45 72 20 10 19

[email protected]

Contact Mr Jan Kyster Madsen

Cell +45 72 20 15 44

[email protected]

to carry out the pre- and post-shipment inspections

and tests.

All costs related to the inspections and tests shall be

included in the Contract Price

ICC Incoterms Trade Term 2.4 The Seller shall supply and deliver the goods DDP

(Delivery Duty Paid) according to Incoterms 2010.

Warranty 2.6 The Seller’s warranty obligation is as follows:

The Goods are:

(a) new, unused, and without any defects,

damage or deterioration,





Appendix

23

Subject Sub-Clause

of the

Conditions

of Contract

Data

Warranty Period 2.7(b) The warranty under Sub-Clause 2.6 shall remain

valid until delivery of the Goods in the Recipient’s

Country.

Performance security 2.10 N/A

Amount payable due to late

delivery or performance

5.2 0.5% per day of the Contract Price for such Goods,

and for Services associated with such Goods, as

cannot be used for their intended purposes as a

result of the delay.

The maximum amount payable shall be 10 % of the

Contract Price.

When the number of days that the Seller failed to

deliver surpasses the number of days corresponding

to the maximum payable amount the Buyer shall be

entitled to terminate the Contract without further

notice.

Payment for Goods 6.2 Payment for the Goods shall be made as follows:

40% of the contract value against bank guaranty

*) of the same amount and upon presentation of

a clean certificate for pre-inspection and tests.

Payment of this rate may take place without the

results of the UV test being available.

60% upon completion of delivery upon

presentation of a clean certificate for post-

inspection and tests. This rate may be paid

when the post-shipment inspection and tests

have been accomplished with the exception of

the UV test, against a bank guarantee *) of the

same amount to be liberated when the UV test

has been successfully completed.

*) the attached Form of Advance Payment Security

must be used.

Payment for Goods 6.2 The Seller is only entitled to payment upon delivery

of the Goods for a complete delivery and not upon

delivery of lesser quantities.


Appendix

24

Subject Sub-Clause

of the

Conditions

of Contract

Data

Rate of interest 6.7 2 per cent points above the discount rate of the

central bank in the country of the currency of

payment.

Arbitration, rules 8.1 Unless settled amicably, the dispute shall be settled

finally and bindingly by "The Danish Institute of

Arbitration" in Copenhagen.

The law governing the arbitral proceedings shall be

Danish, while the language shall be English or as

otherwise agreed between the parties to the

Agreement.

The arbitration panel shall decide the sharing of the

costs of the panel between the parties to the

Agreement.

Contract Price 6.1, 6.2, 6.3 See the Schedule of Prices.


Appendix

25

SCHEDULE OF PRICES INCLUDING DELIVERY DETAILS

Prices in DKK

*) The precise place of delivery in each of the towns will be communicated later to the successful

Tenderer.

Recipient organisation Place of delivery No of

tarpaulins

Unit Price

EXW

DKK

Unit Price

DDP

DKK

Total contract

price

DDP

DKK

Arua DFA Arua Town, Arua District, West-Nile *) 6.600

AFARD Nebbi Town, Nebbi District, West-Nile *) 3.900

Zombo DFA Zombo Town, Zombo District, West-Nile *) 2.700

Kitgum DFA Kitgum Town, Kitgum District, Acholi *) 6.900

RAU Agago Kalongo Town, Agago District, Acholi *) 3.900

24.000Total delivery and total contract price


26

CONDITIONS OF CONTRACT

Subject Clause

1 GENERAL PROVISIONS

Definitions 1.1 In the Contract, as defined below, the words and expressions defined

shall have the following meanings assigned to them, except where the

context requires otherwise:

(a) "Contract" means the Agreement and the other documents

listed in the Appendix thereto.

(b) "Specification" means the document as listed in the Appendix,

and any variations to the specification which are agreed

between the Buyer and the Seller.

(c) "Buyer" means the person named as buyer in the Agreement

and the legal successors in title to this person, but not (except

with the consent of the Seller) any assignee. "Buyer’s

Country" means the country of the Buyer’s address stated in

the Agreement.

(d) "Recipient" means the person named as recipient in the

Appendix and the legal successors in title to this person.

"Recipient Country" means the country of the Recipient’s

address stated in the Appendix.

(e) "Local Partner taking delivery" means the local partner taking

delivery of the Goods and Services.

(f) "Seller" means the person named as seller in the Agreement

and the legal successors in title to this person, but not (except

with the consent of the Buyer) any assignee. "Seller’s

Country" means the country of the Seller’s address stated in

the Agreement.

(g) "Party" means either the Buyer or the Seller.

(h) "Goods" means the materials, plant, and equipment and other

things, as specified in the Contract, which are to be supplied

and delivered by the Seller.

(i) "Services" means the services (if any), associated with the

supply as specified in the Contract, which are to be performed

by the Seller. Unless expressly stated otherwise, the meaning

of "Services" does not include his obligations of carriage and

insurance.

(j) "Site" means the place at which the Goods and Services are to

be delivered, in the Recipient’s Country, as stated in the

Appendix.

(k) "Day" means a calendar day.

(l) "Time for Delivery" means the date by or on which, or period

within which, the Goods are to be delivered as stated in the

Appendix, as extended under Sub-Clause 1.6 or as agreed. If a

period is so stated, it shall (unless otherwise specified) be

calculated from the date on which the Seller receives the

Agreement signed by the Buyer, accepting the Seller’s offer.


27

Subject Clause

(m) "Contract Price" means the price stated in the Agreement for

the Goods and Services, and includes adjustments (if any) in

accordance with the Contract. Unless expressly stated

otherwise, the Contract Prices for Goods stated in the

Appendix include all pre-shipment inspections, carriage and

insurance.

(n) "Force Majeure" means an exceptional event or circumstance:

which is beyond a Party’s control, which such Party could not

reasonably have provided against before entering into the

Contract, which, having arisen thereafter, such Party could not

reasonably have avoided or overcome, and which is not

substantially attributable to the other Party.

Interpretation 1.2 In the Contract, except where the context requires otherwise:

(a) words indicating persons or parties include corporations and

other legal entities,

(b) words indicating one gender include all genders, words

indicating the singular also include the plural, and words

indicating the plural also include the singular, and

(c) "EXW", "DDP", and other similar international trade terms

shall be interpreted in accordance with the Incoterms as

published by the International Chamber of Commerce ("ICC")

and as stated in the Appendix, or (if not so stated) with ICC’s

Incoterms 2010.

The documents forming the Contract are to be taken as mutually

explanatory of one another. For the purposes of interpretation, the

priority of the documents shall be in accordance with the order as listed

in the Appendix.

The Contract 1.3 The Contract constitutes the entire agreement between the Buyer and

the Seller, and supersedes any previous communications (written and

oral) which are not mentioned in the Appendix. No amendment of the

Contract, including (without limitation) waiver of a Party’s rights or

remedies, shall be valid unless it is in writing and signed by authorised

representatives of both Parties. No forbearance, indulgence or other

action or inaction of a Party shall be construed as any such waiver.

Law 1.4 The Contract shall be governed by the law stated in the Appendix.

Communications 1.5 Wherever provision is made for the giving or issue of any notice,

instruction or other communication by any person, unless otherwise

specified such communication shall be written in the language stated in

the Appendix and shall not be unreasonably withheld or delayed. The

Buyer, Seller or Recipient may amend his address for communications

by notice to the other two, but shall not amend his Country.


28

Subject Clause

Statutory

Obligations

1.6 The Parties shall comply with the laws of the countries where activities

are performed.

If the laws of the Recipient’s Country are changed (including repeal or

modification of existing law or introduction of new law) after the date

of the Seller’s Offer and the change affects the Seller’s performance of

his obligations under the Contract, the Time for Delivery and/or the

Contract Price shall be increased to take reasonable account of any

delay and/or of any increase in the Seller’s costs resulting from such

change.

2 THE SELLER

Provision of

Goods

2.1 The Seller shall supply and deliver to the Site each item of the Goods

and its commercial invoice and related documents on or by its Time for

Delivery and in accordance with the Contract.

Provision of

Services

2.2 The Seller shall perform the Services (if any) in accordance with the

Contract and exercising reasonable skill, care and diligence.

The Seller may import any personnel into the Recipient’s Country who

are necessary for performing the Services, and shall arrange for this

personnel to be provided with visas and work permits. The Seller and

his personnel shall respect the Country’s recognised festivals, days of

rest and religious or other customs.

Tests and

Inspections

2.3 Prior to delivery, the Seller shall (notwithstanding ICC’s Incoterms):

(a) carry out all such tests, and facilitate all such Buyer’s

inspections, as are specified in the Contract, and

(b) arrange for the carrying out of all such pre-shipment

inspections as are mandated in the Seller’s Country, in a

transit country, or in the Recipient Country, all at the Seller’s

cost.

All these specified tests, specified inspections and mandated

inspections shall be carried out on the premises of the Seller, or on the

premises of a subcontractor named in the Contract, or at another

suitable location in the Buyer’s or Recipient Country. Unless otherwise

stated in the Contract, the suitable location for each such test or

inspection shall be the responsibility of, and at the option of, the Seller.

The Seller shall give the Buyer (or a notified representative) not less

than sixty hours’ notice of the location, timing and other arrangements

for each of these tests and inspections. The Seller shall also give the

Buyer not less than ten days’ notice in respect of any such location as

was at the option of the Seller. Unless the location is in the Buyer’s or

Recipient Country, the Seller shall assist the Buyer in obtaining any

visas which are required in order to attend the tests or inspections.

The Buyer or his designated representative shall be entitled to attend

and witness the specified tests and carry out the specified inspections,

and the Seller shall obtain any subcontractor’s permission which may

be necessary for such attendance. The Seller shall (at his cost) provide

all reasonable facilities and assistance, including access to drawings


29

Subject Clause

and production data on the premises of the Seller or his subcontractor.

Unless otherwise stated in the Contract, neither Party shall be required

(notwithstanding ICC’s Incoterms) to reimburse the other Party for the

costs incurred in connection with the specified tests and the

inspections, including travel and accommodation expenses attributable

to such attendance.

The Buyer or his designated representative shall be entitled to require

the Seller to carry out any additional test that he considers necessary to

verify that the characteristics and performance of Goods comply with

the Contract. Unless any such additional test indicates that Goods do

not comply with the Contract, the cost of the additional test shall be

borne by the Buyer.

The Seller shall supply three copies of a report of the results of each

specified test and (if so instructed) of each additional test. If any test or

inspection indicates that any Goods do not comply with the Contract,

the Seller shall rectify or replace the non-compliant Goods, and shall

then repeat the specified tests and inspections, at the Seller’s cost.

No test, inspection or report shall release the Seller from any warranty

or other obligations, under the Contract or otherwise.

Incoterms Trade

Terms

2.4 The Seller shall supply and deliver the Goods according to the ICC

Incoterms trade terms informed in the Appendix.

Insurance of

Goods

2.5 In addition to the above requirements and those described more fully in

ICC’s Incoterms and the Specification, the Seller shall obtain (at his

cost) cargo insurance covering the Goods throughout their transport to

and within the Recipient Country, until delivery at the Site. The

insurance shall be obtained from underwriters or insurers of good

repute, and shall entitle the Buyer to claim directly from the insurers.

Warranty 2.6 The Seller warrants that, unless otherwise stated in the Contract, all the

Goods are:

(a) new, unused, and without any defects, damage or

deterioration,

(b) fit for the purposes for which Goods of the same description

would ordinarily be used, and

(c) fit for the particular purposes known to the Seller (if any), and

possess the qualities of Goods that the Seller held out to the

Buyer as a sample or model (if any), when the Contract was

made.


30

Subject Clause

Validity of Each

Warranty

2.7 For each item of the Goods, the warranty under Sub-Clause 2.6 shall

remain valid until the expiry of:

(a) the Maximum Warranty Period stated in the Appendix (if

any),

(b) the period of 365 days from delivery and taking-over, or

(c) for Goods imported into the Recipient Country for the

Contract, the period of 546 days from arrival in the Recipient

Country,

whichever period expires first for such item.

This warranty shall not cover damage which is attributable to an act or

omission by the Buyer or the Recipient, and shall not cover damage

which occurs in the Recipient Country and is beyond the control of the

Seller.

Non-compliance 2.8 Upon receiving a claim under the warranty from the Buyer or the

Recipient, or otherwise becoming aware that an item of Goods or

Services does not comply with the Contract, the Seller shall promptly

rectify or replace the damaged or defective item at his cost, and shall

not be entitled to payment for it until so rectified or replaced.

If the Seller fails to rectify or replace a damaged or defective item

within a reasonable period of being so notified by (or on behalf of) the

Buyer, the Buyer may (at his option) rectify or replace the non-

compliant item at the Seller’s risk and cost, and without prejudice to

any other rights he may have under the Contract or otherwise.

Local Supply 2.9 In respect of any item of Goods which is supplied from within the

Recipient Country or was not imported for the purposes of the Contract

(or both), the Seller shall not be reimbursed for any element of duties,

taxes and other charges which may have been paid, whether in respect

of materials imported into the Recipient Country or otherwise.


31

Subject Clause

Performance

Security

2.10 If stated in the Appendix, the Seller shall deliver to the Buyer a

performance security in a form and from a third party approved by the

Buyer. The performance security shall be in the amount and currency

stated in the Appendix, and shall be delivered to the Buyer within

twenty days of the date on which the Seller received the Agreement

signed by the Buyer, accepting the Seller’s offer.

The Seller shall not be entitled to receive any payments under the

Contract until the Buyer has received the performance security.

The Buyer shall not make a claim under the performance security,

except for amounts to which the Buyer is entitled in the event of failure

by the Seller to comply with the Contract.

The Buyer shall return the performance security to the Seller by the

earlier of the following dates:

(a) fifty two weeks after the Seller becomes entitled to receive the

taking-over notice described in Sub-Clause 5.4, or

(b) when the validity of the warranties, for all Goods other than

spare parts, expires in accordance with Sub-Clause 2.7, and

the Seller has completed performance of his obligations under

Sub-Clause 2.8.

Labour 2.11 The Seller shall ensure that no one under 14 years of age or the age of

the end of compulsory schooling in that area, whichever is higher, is

engaged for the Contract. The Seller shall respect the rights of freedom

of association, right to freedom from forced labour, right to freedom

from discrimination on the basis of race, colour, sex, religion, political

opinion and the social origin as these principles are defined in the

relevant Conventions of the International Labour Organisation.

Joint and Several

Liability

2.12 If the Seller is a joint venture, consortium or other unincorporated

grouping of two or more persons, they shall be deemed to be jointly

and severally liable to the Buyer for the performance of the Contract,

and shall give notice to the Buyer of the person who has authority to

bind the Seller and each of these persons. The Seller’s composition or

legal status shall not be altered without the prior consent of the Buyer.

3 THE BUYER AND THE RECIPIENT

Payment 3.1 In consideration of the supply and delivery of the Goods and the

performance of the Services, in accordance with the Contract, the

Buyer shall pay the Contract Price to the Seller in accordance

therewith.

Inspections 3.2 The Buyer shall, upon receiving reasonable notice from the Seller,

carry out all such Buyer’s inspections as are specified in the Contract,

or notify the Seller that the Buyer does not wish to do so.


32

Subject Clause

The Recipient 3.3 The Buyer shall require the Recipient to carry out the duties assigned

to him in the Contract. Unless the Recipient is the Buyer, the Recipient

shall have no authority to amend the Contract or to assign any part of

the Contract or any benefit or interest in or under the Contract.

The Parties acknowledge that, for the purposes of considering any

rights or obligations arising from the Contract, the Buyer and the

Recipient are deemed to be the joint beneficiaries of the Goods and

Services.

Recipient’s

General

Obligations

3.4 The Recipient shall (at his own cost, notwithstanding ICC’s

Incoterms):

(a) take delivery when the Seller hands over the Goods, and

(b) bear all risks of loss or damage to the Goods from the time

when the Recipient is required to take delivery of them, except

in respect of loss or damage which is directly attributable to a

default by (or on behalf of) the Seller.

Recipient’s

General

Obligations for

Services

3.5 The Recipient shall (where he is in a position to do so) provide such

reasonable assistance as the Seller may reasonably request for the

performance of the Services. The cost of such assistance shall be borne

by the Seller, except in respect of the Recipient’s obligations listed in

Sub-Clause 3.4 and those specified elsewhere in the Contract.

4 INTELLECTUAL PROPERTY RIGHTS

Copyright 4.1 As between the Parties and unless otherwise stated in the Contract,

each Party shall retain the copyright and other intellectual and

industrial property rights in its design and other documents.

Disclosure of

Information

4.2 The Seller shall not be required to disclose, to the Buyer or the

Recipient, any information which is described in the Contract as being

confidential. The Seller shall disclose any other information which

may reasonably be necessary for the Buyer to verify that the Goods

comply with the Contract, or will so comply.

Use of Documents

Supplied by the

Seller

4.3 The Seller shall be deemed (by signing the Agreement) to give to the

Recipient a non-terminable transferable non-exclusive royalty-free

licence to copy, use and communicate the documents which the

Specification requires the Seller to supply, if any.

Such documents shall not, without the Seller’s consent, be used, copied

or communicated to a third party by (or on behalf of) the Buyer or

Recipient, other than for the purposes of commissioning, operating,

maintaining, altering, adjusting, repairing and dismantling the Goods.


33

Subject Clause

Indemnities 4.4 The Buyer shall indemnify and hold the Seller harmless against and

from any claim alleging an infringement of any intellectual or

industrial property right, where such alleged infringement is or was:

(a) an unavoidable result of compliance with the Specification, or

(b) a result of any Goods being used for a purpose other than that

indicated by (or reasonably to be inferred from) the Contract.

The Seller shall indemnify and hold the Buyer and Recipient harmless

against and from any other such claim, where such alleged

infringement is or was a result of the proper use of the Goods and not

as in (a) or (b).

An indemnifying Party may conduct negotiations and legal

proceedings in respect of a claim, and may require the other Party to

assist in contesting the claim, all at the risk and cost of the

indemnifying Party.

5 DELIVERY AND TAKING OVER

Time for Delivery

and Performance

5.1 Each item of the Goods shall be delivered on or by its Time for

Delivery in accordance with Sub-Clause 2.1. Each item of the Services

shall be performed in accordance with the timing specified in the

Contract.

Late Delivery 5.2 If the Seller fails to comply with Sub-Clause 5.1, the Seller’s only

liability to the Buyer for such failure shall be to pay the amount stated

in the Appendix for each day by which he fails to deliver or perform.

When determining such liability, the number of days by which the

Seller failed to deliver or perform shall be reduced by the days (if any)

of delay attributable to the Buyer, to the Recipient, or to any Force

Majeure of which notice was given in accordance with Sub-Clause 7.1.

Completion of

Delivery

5.3 The Seller may notify the Buyer when he considers that all Goods

(other than spare parts) have been delivered to the Site and all pre-

commissioning Services have been performed.

Taking-Over

Notice

5.4 The Buyer shall notify the Seller and the Recipient when he considers

that

(a) all Goods have been delivered to the Site and all Services have

been performed, or items thereof as specified in the Appendix,

stating the date accordingly, or

(b) although all spare parts have not yet been delivered and all

Services have not yet been performed, all other Goods have

been delivered to the Site ready for taking over by the

Recipient and all pre-commissioning Services have been

performed.

Upon the issue of this notice, the Recipient shall take over all delivered

Goods which have not been taken over previously.


34

Subject Clause

6 CONTRACT PRICE AND PAYMENT

The Contract

Price

6.1 The Contract Price of each item of Goods and Services shall be the

price stated in the Appendix for such item, subject to adjustments (if

any) in accordance with the Contract and to adjustments for variations

(if any) agreed between the Parties. Prices charged by the Seller for the

Goods and Services shall not otherwise vary from the prices in the

Appendix.

Payment for

Goods

6.2 The Seller shall be entitled to separate payment in respect of each item

of Goods which complies with the Contract and for which a separate

price is stated in the Appendix. Interim part payment shall not be due

in respect of any part of any such item, until all of such parts of an item

have been delivered.

Payment for each item shall be made in instalments as stated in the

Appendix.

Payment for

Services

6.3 The Seller shall be entitled to separate payment in respect of each item

of Services which complies with the Contract, which has been

completed, and for which a separate price is stated in the Appendix.

Interim part payment shall not be due in respect of any part of any such

item, until all of such parts of an item have been so completed.

Payment for each item shall be made in instalments as stated in the

Appendix.

Advance Payment 6.4 If stated in the Appendix Sub-clause 6.2 or 6.3, the Buyer shall make

an advance payment when the Seller delivers to the Buyer a guarantee

in a form and from a third party approved by the Buyer..

The Seller undertakes to repay to the Buyer any amounts paid in excess

of the final amount due within 30 days of receiving a request to do so.

The Buyer shall be entitled interest at the rate stated in the Appendix

Sub-clause 6.7 from this date and until the amount is paid.

Terms of Payment 6.5 The Seller’s request for payment shall be made to the Buyer in writing,

accompanied by:

(a) invoices describing (as appropriate) the Goods delivered and

Services performed,

(b) a list of previous invoices, including reference numbers, dates,

and amounts invoiced, and

(c) such other documents as the Buyer may reasonably require.


35

Subject Clause

Payment 6.6 Within sixty days of receiving a valid invoice and request for payment,

the Buyer shall (except as stated in Sub-Clause 2.10, if applicable) pay

the Seller in the currency stated in the Agreement, subject to any

deduction to which the Buyer is entitled under the Contract. Payment

shall not be deemed to indicate the Seller’s compliance with the

Contract or any waiver by the Buyer of any non-compliance.

If the Buyer disagrees with any portion of an invoice, he shall promptly

give notice to the Seller of his reasons for disagreement and make

payment for the agreed portions.

Delayed Payment 6.7 The Seller shall be entitled to interest at the rate stated in the Appendix

Sub-clause 6.7 from the date payment is due according to Sub-clause

6.6 and until the amount due is paid.

7 FORCE MAJEURE, DEFAULT AND TERMINATION

Force Majeure 7.1 If a Party is or will be prevented from performing any of its obligations

by Force Majeure, it shall notify the other Party immediately.

Having given notice, the Party shall be excused performance of the

obligations for so long as the Force Majeure prevents it from

performing them, except that Force Majeure shall not apply to payment

obligations.

Termination after

Force Majeure

7.2 If such notified Force Majeure prevents performance of substantially

all of the Seller’s or Recipient’s obligations for a continuous period of

84 days, or for multiple periods which total 140 days, either Party may

give notice of termination, which shall take effect 14 days after the

giving of the notice.

After such termination, the Buyer may purchase (upon such reasonable

terms as he considers appropriate) Goods and Services which are

similar to the Goods and Services undelivered or not performed.

Termination by

the Buyer

7.3 If the Seller fails to proceed expeditiously and without delay or is,

despite a written complaint, in breach of the Contract, the Buyer may

give notice referring to this Clause and stating the default. Unless the

Seller takes all practicable steps to remedy the default within 14 days

after receiving the Buyer’s notice, the Buyer may by a second notice

given within a further 21 days terminate the Contract.

If the Seller is declared insolvent under any applicable law, the Buyer

may by notice terminate the Contract immediately.

After any such termination, the Buyer may purchase (upon such

reasonable terms as he considers appropriate) Goods and Services

which are similar to the Goods and Services undelivered or not

performed. The Seller shall be liable to the Buyer for any additional

costs for such similar Goods and Services.

Termination by

the Seller

7.4 If the Buyer fails to pay in accordance with the Contract or is, despite a

written complaint, in breach of the Contract, the Seller may give notice


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Subject Clause

referring to this Clause and stating the default. Unless the Buyer takes

all practicable steps to remedy the default within 21 days after

receiving the Seller’s notice, the Seller may by a second notice given

within a further 14 days terminate the Contract.

After such termination, the Buyer shall be liable to the Seller for any

cost or liability which in the circumstances was reasonably incurred by

the Seller in the expectation of supplying the balance of the Goods. If

any such cost is that of any materials that were intended to form part of

the Goods, the Seller shall permit the Buyer to collect such materials

during a reasonable period after making payment.

Anti-Corruption 7.5 No offer, payment, consideration, or benefit of any kind, which

constitutes illegal or corrupt practices, shall be made, either directly or

indirectly by the Seller, as an inducement or reward in relation to the

tendering, award or execution of the Contract. Any such practice will

be grounds for the immediate termination of the Contract and for such

additional actions (civil and/or criminal) as may be appropriate. At the

discretion of the Buyer, a further consequence of any such practice can

be the definite exclusion from the Buyer’s projects.

Other Remedies 7.6 No such termination or other action under Clause 7 shall prejudice any

other rights of either Party, under the Contract or otherwise.

Limitation of

Liability

7.7 Neither Party shall be liable to the other Party for loss of use, loss of

production, loss of profit, loss of any contract or for any indirect or

consequential loss or damage which may be suffered by the other

Party.

The total liability of the Seller to the Buyer shall not exceed the

Contract Price stated in the Agreement.

This Clause shall not limit liability in any case of fraud, deliberate

default or reckless misconduct by the defaulting Party.

8 RESOLUTION OF DISPUTES

Arbitration 8.1 Unless settled amicably, any dispute or difference which arises

between the Seller and the Buyer out of or in connection with the

Contract shall be finally settled by a single arbitrator under the rules of

arbitration specified in the Appendix. In the absence of agreement, the

arbitrator shall be designated by the appointing authority specified in

the Appendix. Any hearing shall be held at the place specified in the

Appendix and in the English language, unless the Parties agree

otherwise.

Litigation 8.2 If no arbitration rules are specified in the Appendix, Sub-Clause 8.1

shall not apply, and the Courts of the law stated in Sub-Clause 1.4 shall

have full jurisdiction to resolve any dispute or difference between the

Parties.


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TECHNICAL SPECIFICATIONS

The Below specification represents the Buyer’s minimum requirements-

Buyer’s minimum

requirements

Tenderer’s confirmation/data

Materials

Material for the plain sheet: Woven high-density

polyethylene (HDPE) black

fibers fabric laminated on both

sides with white low-density

polyethylene (LDPE) coating.

Material for the reinforced

attachment points:

Woven high-density

polyethylene (HDPE) black

fibers fabric laminated on both

sides with white low-density

polyethylene (LDPE) coating.

Strength at state of origin and after UV exposure

Tear strength in plain sheet at

state of origin:

Minimum 120 N under ISO

4674-1 2003, strip of

200x200mm, in plain sheet.

Tensile strength in plain sheet

at state of origin:

Minimum 600 N and 15% to

25% elongation in warp and

weft in plain sheet under ISO

1421-1.

UV resistance of the plain

sheet, measured as remaining

tensile strength after UV

exposure:

The tarpaulin tensile strength

under ISO 1421-1 after 1500

hours UV under ASTM G154

(UVB 313 nm peak) must be:

Minimum 80% of the original

value of the actual product,

AND not less than 475N.

500N

To be tested in the plain sheet.

Tensile strength in the

reinforcement bands at state of

origin:

Minimum 840 N inside the

reinforcement bands as per

ISO 1421-1, pulling

lengthwise in a hole of 8mm

with a hook of 8mm wire

diameter, at 200mm from the

end of the band.

UV resistance of the

reinforcement bands measured

as remaining tensile strength

after UV exposure:

The reinforcement bands

tensile strength under ISO

1421-1 after 1500 hours UV

under ASTM G154 (UVB 313

nm peak) must be:





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675N

To be tested inside the

reinforcement bands as

described above.

Welding number and strength

at state of origin:

Only one welding allowed, in

the middle of the sheet,

lengthwise.

The tarpaulin tensile strength

crossways at the place of the

welding under ISO 1421-1

must be:




Puncture resistance: ISO 4593-1993, Federal test

method standard no. 101c

2031.

There had to be performed

puncture strength of 5

repetitions, as prescribed by

the standard.

The value minimum 180 N.

Size, weight and colour

Width: 4 m ± 1% net width.

Length: 6m minimum net length for the

tarpaulins.

Edge enhancement and

reinforced grommets/eyelets:

Tarpaulins shall be provided

with an edge enhancement /

Overlay in all 4 sides.

Width minimum 40 mm.

Reinforced grommets/eyelets

for fixing in each corner.

Weight, plain sheet only,

excluding the bands weight:

220g/m² -20/+ 30g under ISO

3801 (equivalent to 200g/m²

minimum to 250g/m²

maximum)

Weight, complete sheet

including bands weight:

Plain sheet specific weight plus

10% additional weight for the

reinforcement bands under ISO

3801.

Total weight from 205g/m²

minimum and 271g/m²

maximum Specific weight of

the bands from 150g/ m²

minimum and 200 g/m²

maximum.

Colour: White sun reflective on both

sides of the sheet. Grey coating

on the outside of the bands.

Inner black fibers to ensure

opacity.

White Coating colour

definition:

L*, a*, b* Coordinates under

ISO 7724


39

Minimum L: 82

"a" value between -1.7 and

+1.5

"b" value between -4.5 and 0

Marking and packing

Printing: Continuous indelible printing

on each tarpaulin of the

manufacturer name, the month

and year of production (Letters

of 2.5cm high +/10%) and with

the Buyer’s name and logo.

Bale dimensions (+/-10%): Length x Width x Height:

600mm x 400mm x 180mm

OR 800mm x 600mm x

150mm

There must be 5 tarpaulins per

bale.

Bale marking: As per indication in contract.

Bale protection: The bale must be wrapped with

a piece of similar material as

the one of the tarpaulins.

The wrapping must be properly

folded, closely tight to the bale

content, making a well-shaped

cubic bale.

Inside the bales, the tarpaulins

are not individually wrapped.

Bale strapping: The bale must be strapped with

2 heat-sealed plastic straps for

the length and 2 for the cross.


40

Drawing of tarpaulin:

Drawing not to scale.

Inspection and tests:

The Seller shall provide pre- and post-shipment inspection and test certificates as indicated in the

Appendix to the Agreement. The scope of inspections and test shall as minimum be as follows,

reference made to the above specifications:

1. Test of tear strength, plain sheet to ISO 4674-1

2. Test of tensile strength before and after UV test to ISO 1421-1

3. Test of UV resistance 1.500 hours test to ISO 1421-1/ASTM G154 (for pre-shipment tests

the result of this test may be communicated after shipment)

4. Control of with and length and of weight

5. Test of colour to ISO 7724, L*, a*, b* first sample and composite materials

6. Test of colour to ISO 7724, L*, a*, b* second and third sample


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FORM OF ADVANCE PAYMENT SECURITY

(Bank or Insurance Company Guarantee)

To: Ministry of Foreign Affairs

Danida Business Contracts

Asiatisk Plads 2

DK-1448 Copenhagen K

Denmark

Subject: (Name of assignment, name of Program/Component/Project)

Contract Agreement: (Agreement number and reference number)

We, (name of Guarantor) whose registered office is at (address of Guarantor) have been informed that:

1. (Name and address of the Seller) (hereinafter called the "Seller") has entered into an Agreement dated (Date) with the (name of Buyer) (hereinafter called the "Buyer") for the supply of certain Goods, namely (Brief description of goods) (hereinafter called the "Goods").

2. It has been stipulated in the Agreement that the Seller shall be paid by the Buyer advance payments for the supply of Goods for the amounts stated in the Agreement (hereinafter called the "Advance Payments"), subject to the provision by the Seller of an Advance Payments Security in the form of a Guarantee by a recognised bank or insurance company.

At the request of the Seller, we hereby issue our unconditional and irrevocable Guarantee in favour of the Buyer, for an amount of (Amount in words and figures) Danish Kroner, as security for the obligation of the Seller to refund Advance Payments to the Buyer, and we hereby undertake to pay the Buyer, upon receipt of its first written demand, without the Buyer having to substantiate its demand or to prove or to show grounds or reasons therefore, provided that this demand shall be supported by a written statement indicating (i) that the balance outstanding of the Advance Payments has become due and payable by the Seller to the Buyer and (ii) the reason for the said balance becoming due by anticipation.

We hereby waive the necessity of the Buyer demanding the said amount from the Seller before presenting us with the demand.

We further agree that no extension of time limits or other modification of the terms of the Agreement or of the supply of Goods to be performed thereunder, which may be agreed upon between the Buyer and the Seller, shall in any way release us from any liability under this Guarantee.

This Guarantee shall be reduced in connection with the invoicing for supply of Goods by the total of the amounts of the Advance Payments repaid by the Seller in accordance with the Agreement, provided that such reduction shall take place upon written request of the Seller to


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the Buyer, and subsequent confirmation to us of the amount of the reduction by the Buyer.

This Guarantee shall remain valid and in full force and effect from the date of receipt of the Seller of the Advance Payments until the Buyer receives full repayment thereof from the Seller.

This Guarantee shall be governed by the laws of Denmark, with place of venue: Copenhagen.

Upon expiry, please return this document to us.

Dated this ____________________________

THE GUARANTOR ______________________

Signature ____________________________

In the capacity of

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